Page 50 - Stanbic Bank IR 2024
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48  EXECUTING OUR STRATEGY | Our Corporate Governance Principles




            PRINCIPLE 8 (continued)








                BOARD

                REMUNERATION

                COMMITTEE

                (REMCO)




                Batsho Dambe-Groth
                Chairman






            The Committee's primary role is to oversee the development and implementation of effective people and culture and remuneration
            strategies and policies within the Bank, ensuring alignment with the Bank's culture, objectives, long-term strategy, risk appetite, and
            performance control environment. It is responsible for ensuring that appropriate policies are established to attract and retain staff with
            essential skills and a clear succession plan, as well as implementing reward measures consistent with the Bank's pay philosophy and
            market trends.

            For the year under review, the Committee has successfully met its mandated obligations. In fulfilling its responsibilities as defined in its
            terms of reference, key areas of focus included:
                „ Review of the talent and succession planning, with specific attention to executive management succession plans.
                „ Review and oversee the design and operation of the rewards and compensation system.
                „ The selection of Directors for approval by the Board of Directors based on defined skills matrix.
                „ Approve key members of senior management.
                „ Oversee the performance of the Chief Executive, key members of senior management and heads of control functions ensuring that
               their remuneration is designed in a manner to avoid conflict of interest.
                „ Review and approve the Employee Value Proposition to determine a sustainable and equitable balance and mix of salaries, and
               benefits.
                „ Monitor and review assessed impact of the implementation of the remuneration system at least annually to assess whether the
               Bank-wide remuneration system is creating the desired incentives for managing risk, capital and liquidity.

            BOARD REMUNERATION COMMITTEE ATTENDANCE 2024

                                                   20/02/2024  20/04/2024  17/06/2024  21/08/2024  13/11/2024
                                                    Special      Q1         Q2          Q3         Q4
             R De Wet (Chair)*                                              n/a         n/a        n/a
             M Ismail**                                                     n/a         n/a        n/a
             B Groth (Chair)***
             Dr TTK Matome
             L Somolekae****                         n/a         n/a
             A Coutinho*****                         n/a         n/a         -                      -

            * R De Wet retired from the committee on 22 March 2024
            ** M Ismail retired from the committee on 22 March 2024
            ***B Groth was appointed as the chairperson of the committee on 22 March 2024
            ****L Somolekae was appointed to the committee 22 March 2024
            *****A Coutinho was appointed to the committee on 22 March 2024 and resigned on 29 November 2024
            KEY
                 Attended     * Invitee to the committee    n/a - Not a member of the committee    - absent
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